VMware Spin-Off Investor Call - April 14th 2021

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VMware Spin-Off Investor Call - April 14th 2021
VMware Spin-Off Investor Call
April 14th 2021
Disclaimer
    NON-GAAP FINANCIAL MEASURES
    This presentation includes information about non-GAAP revenue, non-GAAP operating income, and free cash flow, excluding VMware, before impact
    from DFS related items (collectively the “non-GAAP financial measures”), which are not measurements of financial performance prepared in accordance
    with U.S. generally accepted accounting principles (“GAAP”). We have provided a reconciliation of the non-GAAP financial measures to the most directly
    comparable GAAP measures in the slides in Appendix B captioned “Supplemental non-GAAP measures.”

    SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
    Statements in this presentation that relate to future results and events are forward-looking statements within the meaning of Section 21E of the Securities
    Exchange Act of 1934 and Section 27A of the Securities Act of 1933 and are based on Dell Technologies' current expectations. In some cases, you can
    identify these statements by such forward-looking words as “anticipate,” “believe,” “confidence,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,”
    “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should,” “will” and “would,” or similar words or expressions that refer to future events or
    outcomes. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because
    of a number of risks, uncertainties and other factors, including those discussed in Dell Technologies' reports filed with the SEC, including Dell
    Technologies’ annual report on Form 10-K for the fiscal year ended January 29, 2021, quarterly reports on Form 10-Q, and current reports on Form 8-K.
    These filings are available for review through the SEC’s website at www.sec.gov. Any or all forward-looking statements Dell Technologies makes may
    turn out to be wrong and can be affected by inaccurate assumptions Dell Technologies might make or by known or unknown risks, uncertainties, and
    other factors. Accordingly, you should not place undue reliance on the forward-looking statements made in this presentation, which speak only as of its
    date. Dell Technologies does not undertake to update, and expressly disclaims any duty to update, its forward-looking statements, whether as a result of
    circumstances or events that arise after the date they are made, new information, or otherwise.

2                                                                            © Copyright 2021 Dell Inc.
Transaction Rationale
    Achieves significant efficiencies in capital structure flexibility and capital allocation

             Maintains benefits of existing relationship while increasing strategic flexibility for
      ✓      Dell Technologies & VMware, positioning both companies for future growth

             Enables Dell shareholders to benefit from increased management focus on the attractive
      ✓
             growth prospects of the core business while continuing to benefit from VMware ownership

      ✓      Simplifies capital structure for both companies

      ✓      Increases VMware eligibility for key indices and increases public float

      ✓      Unlocks discount in valuation of current capital structure for all shareholders

             Positions Dell for investment grade ratings while maintaining VMware’s investment grade
      ✓      ratings post share distribution

3                                                         © Copyright 2021 Dell Inc.
Separation & Distribution Agreement Summary
      Key elements aligned with value creation framework
                                ▪   Maintains strategic alignment and benefits of current relationship
                                      ▪ Continues joint collaboration on solutions including VxRail and VMware Cloud on Dell EMC
            Commercial                ▪ Agreement to work together on new areas of joint innovation including edge, telco and 5G
            Agreement                 ▪ Commitment to continue driving VMware revenue through Dell’s sales channel
             Summary                  ▪ Preserves VMware access to Dell Financial Services
                                ▪   Formalized governance process tied to achieving commercial agreement goals
                                ▪   5 year term with optional annual extensions post term

                                ▪   VMware will pay an $11.5B-$12B special dividend to all its shareholders including Dell Technologies
                 Special        ▪   Dell will receive approximately ~$9.3B-$9.7B due to its 80.6%1 stake in VMware
                 Dividend       ▪   Dell intends to use net proceeds to repay non-DFS related debt
                                ▪   Post dividend and share distribution, Dell will be well positioned for Investment Grade ratings

                                ▪   VMware moves to a single class share structure
            Governance          ▪   Dell Technologies share structure remains the same

                                ▪   Transaction expected to close in calendar Q4 2021
                    Timing      ▪   Contingent upon favorable private letter ruling from IRS, opinion and IG ratings for VMware

    1As   of January 29, 2021

4                                                                   © Copyright 2021 Dell Inc.
Dell Technologies Equity Ownership (Illustrative)
    Equity ownership before and after VMware share distribution assuming transaction closed March 29th

                                                                  • Each Class A, B and C share has the same economic interest in broader
                                                                    Dell Technologies including its current pro-rata interest in VMware
                                                                  • Current Dell Class C price is $941

           • No change to the number of Dell shares                                                                                                                            • Shareholders will receive approximately .44
             outstanding                                                                                                                                                         shares of VMware for each Dell share
           • Shareholders will have economic interest in
                                             2
             Dell excluding VMware + $9.3B from VMware                                                                                                                         • Current estimated value1: VMware price
             special dividend                                                                                                                                                    ($154) less impact of special dividend per
                                                                                                                                                                                 share ($27) x .44 shares = $56
           • Implied value post share distribution is
                                          3
             approximately $38 per share or ~4.7x TTM
             adjusted EBITDA

    1As   of close on April 9, 2021. Dell share price was $93.88. VMware share price was $154.00 less impact of special dividend ($27.43) x .44 = $56
    2Assumes     $11.5B special dividend and Dell maintains 80.6% ownership of VMware at close for illustrative purposes.
    3Estimated    by taking current Dell Technologies share price less estimated VMware distribution value. ($94 - $56) and excludes any share dilution impact.
5                                                                                                                                                 © Copyright 2021 Dell Inc.
Dell debt and leverage ratios will improve post-spin
    Illustration below adjusts Q421 numbers for special dividend and assumes it was used at Dell to pay down debt

                                    Q421 with VMware                                                                                                                  Q421 proforma without VMware
                                                                                                             2                                                                                                                                                          3
                             ~2.0x Net Debt/Adjusted EBITDA                                                                                                                              ~1.6x Net Debt/Adjusted EBITDA
                    ▪    Non-DFS related debt $33.4B                                                                                                                          ▪         Non-DFS related debt $24.1B
                         (core Debt: $29.2B, margin $4.0B, other $0.2B)                                                                                                                  (core $23.9B, margin $0, other $0.2B)
                    ▪    DFS-related Debt: $10.3B                                                                                                                             ▪         DFS-related Debt: $10.3B
                    ▪    VMware Debt: $4.8B                                                                                                                                   ▪         C&I $10.8B (excludes VMware)
                    ▪    Cash & Investments (C&I) $15.8B                                                                                                                      ▪         Focused on IG ratings and expect the
                    ▪    Credit Rating: BB+                                                                                                                                             transaction to be credit positive

    1Assumes   $11.5B special dividend for illustrative purposes
    2calculation:numerator is core debt + margin/other loan +VMware debt - C&I; denominator is core EBITDA calculated using Dell Technologies consolidated Adjusted EBITDA - 19% of VMware EBITDA - DFS estimated EBITDA (4% return on assets derived from a peer benchmark)
    3calculation:numerator is core debt + margin/other loan - C&I ex public subs – special dividend; denominator is consolidated trailing twelve month EBITDA - VMware TTM EBITDA ($8.3B) - DFS estimated EBITDA

6                                                                                                                                       © Copyright 2021 Dell Inc.
Long-Term Financial Operating Model
    Driving GDP to GDP plus revenue growth, strong cash flow and EPS growth over time

            Growing
                                                                                        P&L Leverage
         Long-Term TAM                                                           Growing operating income faster
     Well-positioned across multiple                                                      than revenue
            growth vectors                   Compound EPS
                                                Growth
                                          Growing operating income
                                            faster than revenue over
                                             the long-term and EPS
                                              faster than operating
       Proven Share Gain                  income including reduction
                                               in interest expense                   Strong Cash Flow
           Capability                                                             Enables EPS accretion through
     Strong history of share gains in                                                continued debt paydown,
      target markets including x86                                               investments in growth and future
     servers, high-end storage, HCI                                                        capital returns
                 and PCs

7                                                  © Copyright 2021 Dell Inc.
Core Vision & Strategy
    Remains unchanged post-spin

          PURPOSE           To create technologies that drive human progress.

          VISION            To become the most essential technology company for the data era.

                            Use our unique strengths to win in the consolidation of the markets in which we compete
          STRATEGY          and create differentiated Dell Technologies solutions.

                Customers          Shareholders       Team Members                    Partners   Community

8                                                        © Copyright 2021 Dell Inc.
Supported by World-class Organizations
    Global scale and operations to capture growth opportunities ahead of us

                                Sales                                                                   Services                                                             Supply Chain          Financial Services

           Largest direct sales force                                                   34K+ full-time services &                                                         More than $70B in         DFS Assets of $11.8B2
            in industry, ~30K strong                                                      support employees1                                                            procurement spend per
                                                                                                                                                                                 year              Originations have doubled
             Fast-growing channel                                                    Modern managed services                                                                                               in 4 years3
           program, ~220K partners                                                  capabilities leveraging Dell’s                                                      Operate in 180 countries
                                                                                       scale and technology                                                              w/ 25+ manufacturing        Flexible consumption
              Expanding cross-sell                                                                                                                                             locations                    models
            opportunities across Dell                                                Enterprise-class support for
             Technologies’ portfolio                                                 mission critical data centers                                                       760+ parts distribution      Financing & leasing
                                                                                            and systems                                                                     centers globally             arrangements

    1Services in 180 countries, >200M assets in 54 languages
    2DFS   Assets consists of DFS financing receivables plus net operating leases as of January 29, 2021
    3Originations represent the amounts of financing provided by DFS to customers for equipment and related software and services, including third-party originations
9                                                                                                                                               © Copyright 2021 Dell Inc.
Long-Term Value Creation Framework
         CURRENT                                          NEW                           CORPORATE                CAPITAL
                                SYNERGIES
        OPERATIONS                                    OPPORTUNITIES                     STRUCTURE              STRUCTURE

     Consolidate core end     Tightly integrated     R&D investments in                Simplification of        Reduce core
       markets through          software and         emerging areas of                   operations               leverage
     ongoing share gains          solutions             technology                                          and interest expense

     Improve margins with                                                                                   Aligned shareholder
                             Cross-sell and go-to-                                     Asset divestitures
       scale optimization                                        M&A                                              interests
                             market opportunities
     and product mix shift

                                                          Partnerships,                                     Future capital returns
                                                     including public cloud                                   post Investment
                                                          providers and                                        Grade ratings
                                                      telecommunications

10                                                        © Copyright 2021 Dell Inc.
1
     Dell Technologies ex VMware Financial Metrics
     Includes estimate of VMware reseller revenue (in green)
                                                                                                                                                                    $86.6B
                                                                                                $83.9B                             $84.9B
                                                                                                                                                                    +2% Y/Y
                                                                                               +15% Y/Y                             1% Y/Y
     NON-GAAP                                                 $73.3B
     REVENUE
                                                                                                                                                                                                           Results driven by

     $86.6B                                                                                                                                                                     Record FY21 revenue,
                                                                                                                                                                                operating income and
                                                                                                                                                                                                           record CSG and
                                                                                                                                                                                                           stable ISG
     +6% FY18-21 CAGR                                                                                                                                                           cash flow from             performance and
                                                               FY18                               FY19                               FY20                             FY21      operations                 operating expense
     NON-GAAP                                                                                                                       $7.1B                             $7.2B                                management
                                                                                                  $5.9B                           +19% Y/Y                          +2% Y/Y
     OPERATING                                                                                 +16% Y/Y
     INCOME                                                    $5.1B

     $7.2B                                                                                                                                                                      Record strong cash
                                                                                                                                                                                flow from operations
                                                                                                                                                                                                           Focused on product
     +12% FY18-21 CAGR                                         FY18                               FY19                               FY20                             FY21                                 innovation and
                                                                                                                                                                                due to robust
                                                                                                                                                                                                           accelerating share
                                                                                                                                                                                profitability and
     CASH FLOW FROM                                                                                                                                                                                        gains in storage,
                                                                                                                                                                     $7.0B      diligent working capital
     OPERATIONS                                                                                                                     $5.4B                                                                  servers and PCs
                                                               $3.7B
                                                                                                                                                                                management
                                                                                                  $3.3B

     $7.0B
     +23% FY18-21 CAGR
                                                               FY18                               FY19                               FY20                             FY21
     (1) Includes estimate of VMware reseller revenue going through Dell as disclosed in VMware’s 10-Ks.
         Regulation S-X proforma information will be available later in the year; numbers are subject to change with no obligation to reconcile these estimates.
         See appendix for calculations of Dell Technologies ex VMware financial metrics

11                                                                                                                                                 © Copyright 2021 Dell Inc.
Leading in the Core
         We are a leader in key markets where we compete — driving consolidation & outperforming the industry

                                                                                                                                                             $269B
          CY 2021 TAM                                             $48B                                           $29B                                    (357M units)                                          $61B                                            $19B                         $10B
                                                                                                                                                                CY20 Share (unless otherwise notated)

                                                                71%                                     71%                                      82%                                     82%                                     83%                                     81%                 67%
               Others                                             72%                                            71%                                                                                                                                                                        68%
                                                                                                                                                                 83%                                           82%                                            88%
               Dell Technologies

                                                                                                                                                                                                                                                                                            32%
                                                                 28%
                                                                29%                                     29%29%                                   18% 17%                                 18%                   18%               17%                          12%19%                        33%
                                                           Mainstream                                       External                                           PC                                         Cloud IT                                           Storage                    Hyperconverged
                                                            Server1                                       Storage HW2                                         Units3                                  Infrastructure4                                         SW5,6                      Infrastructure7

         DT Rank
         Q4 2020                                                     #1                                             #1                             #1 (Client Rev)                                                #1                                             #1                          #1
         Market Growth %
         (2020 – 2024 CAGR)                                       4.9%                                           3.4%                                           2.6%                                           0.9%                                          4.1%                         12.3%
     1Rank & share based on IDC WW Quarterly Server Tracker, 2020Q4 Historical Release; Market growth & TAM based on 2020Q4 Forecast Release. Note, Mainstream includes Standard Rack Optimized (non-custom), Towers (plus Large Systems) and Blades. 2 Rank & share based on IDC
     WW Quarterly Enterprise Storage Systems Tracker, 2020Q4 Historical Release; Market growth & TAM based on 2020Q4 Forecast Release. 3 Share based on 2020Q4 IDC PCD Tracker, Rank based on Client business revenue (CSG revenue) compared with other PC OEMs from financial
     public filings, excluding tablet revenue; Market growth & TAM based on IDC PCD Tracker, 2020Q4 Forecast Release. 4 Rank & share based on IDC WW Quarterly Cloud IT Infrastructure Tracker, 2020Q3; Market growth & TAM based on 2020Q3 Traditional Forecast Release. Dell is the
     highest share of named vendors. 5 Rank & share based on 2020Q4 IDC WW Storage SW & Cloud Services QView, 2020Q4 for Dell Technologies (12.0% share). 6 Market growth & TAM based on IDC Semiannual Software Tracker, 2020H1 Forecast Release. 7 Rank & share based on IDC
     WW Quarterly Converged Systems Tracker, 2020Q4 Historical Release; Market growth & TAM based on 2020Q4 Forecast Release.

12                                                                                                                                                        © Copyright 2021 Dell Inc.
Client Solutions Group
     Consistent record of growth, share gains and strong profitability

                                                                                          $43.2B              $45.8B                        $48.4B
                                                                                                             +6% Y/Y                       +5% Y/Y
                                                                                                                                                                                  Long-term TAM will
                                                             $39.2B                       +10% Y/Y
     REVENUE                                                                                                                                            CSG Revenue has           benefit from the larger
                                                                                                                                                        increased every year      install base post-
     $48.4B                                                                                                                                             for the last five years
                                                                                                                                                        with record revenue
                                                                                                                                                                                  pandemic and the
                                                                                                                                                                                  structural shift to
     +7% FY18-21 CAGR                                                                                                                                   and operating profit in   notebooks (shorter
                                                               FY18                        FY19               FY20                           FY21
                                                                                                                                                        FY21.                     lifecycles, higher
      Commercial                                             $27.5B                   $30.9B, +12% Y/Y   $34.3B, +11% Y/Y           $35.4B, +3% Y/Y
      Consumer                                               $11.7B                   $12.3B, +5% Y/Y    $11.6B, -6% Y/Y            $13.0B, +12% Y/Y                              ASPs and S&P attach)
                                                                                                                                             $3.4B
                                                                                                              $3.1B
     OPERATING                                                                                               +60% Y/Y
                                                                                                                                           +7% Y/Y      Only big 3 vendor with    Expect CSG strength
                                                                                           $2.0B                                                        positive Commercial       to continue through at
     INCOME                                                   $2.0B                       -4% Y/Y
                                                                                                                                                        PC share gain in          least 1H22 with
     $3.4B                                                                                                                                              calendar 20201; Dell
                                                                                                                                                        has gained +560 pts of
                                                                                                                                                                                  tougher comps in the
                                                                                                                                                                                  second half, in line
     +19% FY18-21 CAGR                                                                                                                                  share over last 5         with IDC PC market
                                                               FY18                        FY19               FY20                           FY21
      6.9% of CSG revenue                                      5.2%                         4.5%               6.8%                           6.9%      years1                    expectations2
      +170 bps from FY18                                                                 -70 bps Y/Y       +230 bps Y/Y                  +10 bps Y/Y

     (1)     Per IDC WW Personal Computing Device Tracker CY20Q4.
     (2)     IDC 20Q4 Forecast as of February 24, 2021
     Note that results are calculated on underlying data and may not visually foot.

13                                                                                                                         © Copyright 2021 Dell Inc.
The PC market is expected to be bigger going forward
     The “do anything from anywhere” economy drives significant business opportunity

                                                             Key Highlights                                                                                                        PC Total Addressable Market – $270B TAM in 2021
                                                                                                                                                              375
                                                                                                                                                               375M                                            364                                                                           20%
                                                                                                                                                                                                         358                                                           357
     • The new norm is expected to increase overall TAM                                                                                                                                                              349
                                                                                                                                                                                                                                                                             340
                                                                                                                                                                                                                                                                                   334 334
     • Shift to mobility leads to a shorter refresh cycle with higher ASPs                                                                                                                         315                     315
                                                                                                                                                                                                                                 308                                                         15%
                                                                                                                                                                                             300                                                                 302
                                                                                                                                                              300
     • Change will require more peripherals, IT support, and services                                                                                                                  271                                             276
                                                                                                                                                                                                                                                           268
                                                                                                                                                                                                                                             260 260 260
                                                                                                                                                                                                                                                                                             10%
                                                                                                                                                                                 232
                                              PC Installed Base Over Time
                                                                                                                                                              225          209
                                                                                                                                                                                                                                                                                             5%
     2,000
     2,000M

     1,600                                                                                                                                                                                                                                                                                   0%
                                                                                                                                                              150
     1,200
                                                                                                                                                                                                                                                                                             (5)%
       800
                                                                                               Increasing PC penetration                                        75
       400                                                                                      creates a larger installed
                                                                                                    base for refresh                                                                                                                                                                         (10)%
            0
                2005
                       2006
                              2007
                                     2008
                                            2009
                                                   2010
                                                          2011
                                                                 2012
                                                                        2013
                                                                               2014
                                                                                      2015
                                                                                             2016
                                                                                                    2017
                                                                                                           2018
                                                                                                                  2019
                                                                                                                         2020
                                                                                                                                2021
                                                                                                                                       2022
                                                                                                                                              2023
                                                                                                                                                     2024
                                                                                                                                                                  0                                                                                                                          (15)%
                                                                                                                                                                           '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24
                                                                                                                                                                                                   Units (millions)                 YoY Growth

      Source: IDC 20Q4 IDC WW PC Installed Base Forecast Tracker as of March 17, 2021, IDC 20Q4 Forecast as of February 24, 2021

14                                                                                                                                            © Copyright 2021 Dell Inc.
Infrastructure Solutions Group
     Executing through challenging environments and delivering strong profitability

                                                                                           $36.7B
                                                                                                            $34.0B                        $32.6B
                                                                                          +19% Y/Y
                                                          $30.9B
                                                                                                             -7% Y/Y
                                                                                                                                          -4% Y/Y     Gained +530 bps of        Remain #1 in the
     REVENUE                                                                                                                                          mainstream server         external storage
                                                                                                                                                      revenue share over        market2 in all major
     $32.6B                                                                                                                                           last 5 yrs1 while Dell    storage categories;
     +2% FY18-21 CAGR                                                                                                                                 servers & networking      portfolio now well-
                                                           FY18                             FY19             FY20                          FY21       revenue returned to       positioned to resume
      Servers & Networking                                 $15.5B                  $20.0B, +28% Y/Y     $17.1B, -14% Y/Y          $16.5B, -4% Y/Y     Y/Y growth in Q421        share gains
      Storage                                              $15.4B                  $16.8B, +9% Y/Y      $16.8B, 0% Y/Y            $16.1B, -4% Y/Y

                                                                                           $4.2B             $4.0B                         $3.8B
                                                                                          +35% Y/Y           -4% Y/Y
     OPERATING                                                                                                                            -6% Y/Y
                                                                                                                                                                                Expect to see the
                                                           $3.1B
     INCOME                                                                                                                                           Expanding customer        global economy and
                                                                                                                                                      choice with new APEX      on-prem demand to
     $3.8B                                                                                                                                            offerings (as-a-service   improve as customers
     +7% FY18-21 CAGR                                                                                                                                 capabilities)             return to office which
                                                           FY18                             FY19             FY20                          FY21                                 should benefit ISG
      11.6% of ISG revenue                                  9.9%                            11.3%            11.8%                         11.6%
      +170 bps from FY18                                                                 +140 bps Y/Y      +50 bps Y/Y                 -20 bps Y/Y

     (1)     Based on IDC mainstream server revenue historical data from 2015 to 2020.
     (2)     See slide 12.
     Note that results are calculated on underlying data and may not visually foot.

15                                                                                                                       © Copyright 2021 Dell Inc.
Leadership in the hybrid cloud world
      #1 in key areas

                             Dell Is the Leader in Hybrid Cloud Solutions
                                                                                                                                                             92% of Enterprises have a multi-cloud strategy and
                                                                                                                                                                     82% have a hybrid cloud strategy4
                                         #1                                                     #1
                                    Public &                                            Storage
                               Private Cloud IT                                  Platforms for Private                                              Dell is well-positioned in hybrid cloud with leading product
                                Infrastructure¹                                         Cloud¹                                                               portfolio (e.g., next-gen storage portfolio)

                                         #1                                                     #1                                                 Continued deep partnership and commercial relationship
                                                                                                                                                  with VMware post-transaction on hyperconverged and future
                                                                                                                                                                 product development / GTM
                           Cloud Management                                          Hyperconverged
                               Software²                                                Systems³

                                       Core server and storage business is well-positioned for growth in a world where hybrid cloud dominates

     Source: IDC’s Cloud Pulse Q120 (March 2020)
     ¹ IDC WW Quarterly Cloud IT Infrastructure Tracker CY20Q3. Dell is the highest share of named vendors. ² IDC WW Cloud System & Service Management Software Market Shares (2019).
     ³ IDC WW Quarterly Converged Systems Tracker CY20Q3. 4 Flexera 2021 State of the Cloud Report.
16                                                                                                                                          © Copyright 2021 Dell Inc.
APEX Vision
     Simplify digital transformation by increasing IT agility and control

                    SIMPLICITY                                 AGILITY                                  CONTROL
           Take advantage of technology that’s    Align technology with business needs,      Minimize risk and maximize resources,
          operated by you, but managed for you      rapidly scale with greater flexibility      run your business on your terms

                       EFFORTLESS                                  VELOCITY                                 SECURITY
                Focus on high-value work,               Get up and running faster,              Take charge of cyber resiliency,
              let us take care of the lifecycle         save time and labor costs                 lead your incident response
                       SELF-SERVICE                              ELASTICITY                              SOVEREIGNTY
              Experience your as-a-Service            Dynamically scale up or down,                  Govern where data is
               journey all in one console               pay only for what you use                located to ensure compliance
                     OUTCOME-BASED                            TRANSPARENCY                                 PLACEMENT
               Easily configure technology,             Contain costs and free up                 Isolate critical applications,
           simply select your desired outcomes         capital to seize opportunities             assure optimal performance

17                                                             © Copyright 2021 Dell Inc.
We have the advantage to win at the Edge
     Dell starts with a number of key capabilities and is focused on building new ones

               Edge is the Next Battleground                                                        How We Win the Edge
         5G will fuel exponential growth at the edge for next-
         generation technologies and intelligent / automated
         experiences

         Generation of new data will grow from 50 zettabytes in
         2020 to 175 zettabytes in 2025

         Expected 800% increase in applications at the edge by
         2024
                                                                                                          Optimize For          Partner
                                                                                     Edge Solutions
         $700B in cumulative capital expenditures will be spent
                                                                                      Simple to manage       Edge              Ecosystem
         within the next decade on edge IT infrastructure and data                                       Clear requirements   Across the entire
                                                                                         and deploy
         centers                                                                                           and roadmaps         environment

         Dell Technologies has the footprint, expertise, world-
         class services, and industry-leading supply chain to win
         at the edge

18                                                               © Copyright 2021 Dell Inc.
ESG Highlights1
        From our latest Social Impact reporting2 and external recognition
                                               Advancing sustainability. Cultivating inclusion. Upholding ethics.
                                                                                                       Ocean-bound                                                         2030 Goal: 75% of
                                                       45% of electricity
                                                                                                      plastic program                             Reduced server            electricity across
                                                       from wind, solar or
                                                                                                       supported use                             portfolio energy by             all Dell
                                                          hydroelectric
                                                                                                        across 1.7M                                       82%              Technologies from
                                                            sources
                                                                                                      packaging units                                                      renewable sources
           Environmental

                                                      Dell contributed to                                                                                                     2030 Goal: 50%
                                                                                                      Committed over                                Delivered 5M
                                                          over 15,000                                                                                                      empowered by social
                                                                                                      $4M in in-kind                                  cumulative
                                                        nonprofits and                                                                                                       initiatives will be
                                                                                                      technology for                             volunteer hours to
                                                     ~59% of employees                                                                                                        girls, women or
                                                                                                    frontline Covid-19                           hit 2020 Legacy of
                                                         participate in                                                                                                     underrepresented
                                                                                                         workers3                                    Good target
           Social                                    giving/volunteerism                                                                                                           groups

                                                                                                                                                                           2030 Goal: 100% of
                                                           100% of                                   Enhanced Global                                   Surveyed
                                                                                                                                                                            direct partners Dell
                                                         employees                                   Privacy Program                             42,000 employees
                                                                                                                                                                            does business with
                                                      completed assigned                             helps customers                              to identify view of
                                                                                                                                                                             will demonstrate
                                                          ethics and                                  understand and                             culture to positively
                                                                                                                                                                             commitment to
                                                      compliance training                            control their data                          influence behavior
           Governance                                                                                                                                                           our values
 1   Metrics
      19 are for Dell Technologies; excluding Secureworks; and excluding VMware (including Pivotal), which publishes its own annual Global Impact Progress Report.
 2 FY20    Social Impact Report; 3 Dell Technologies COVID-19 Response Factsheet.

19                                                                                                                                            © Copyright 2021 Dell Inc.
Key Takeaways
     VMware Spinoff Agreement

            The Dell/VMware relationship is strong and both companies will continue to work closely
      ✓     together in a first and best framework

            Dell and VMware shareholders will benefit from the transaction announcement today and in
      ✓
            the future

            Dell is well-positioned to grow and has a history of generating strong cash flow and value
      ✓
            creation with a compelling valuation

20                                                   © Copyright 2021 Dell Inc.
FY22 Key Upcoming Investor Events
     Timing and events are tentative and subject to change

                         Conferences
                            •   Bank of America & Bernstein (June)
                            •   Citi & JP Morgan All-Stars (September)
                            •   Wells Fargo & Credit Suisse (December)

                                Virtual Roadshows (throughout the year)

                                  Key Topic Calls (throughout the year)
                                  •   CSG (yesterday)
                                  •   ISG
                                  •   ESG
                                  •   Other topics

                                Dell Technologies World (May)

                             Investor Day (Fall prior to transaction close)

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Appendix A
Debt summary

               © Copyright 2021 Dell Inc.
Debt summary
                                                                      $ in billions 1, 2   EMC Close            4Q20               1Q21           2Q21             3Q21              4Q21

                                                                           Revolver                  2.0                 -                    -            -                -                 -
                                                                       Term Loan A                   9.4               4.2                  4.1          4.0              4.0               3.1
                                                                      Term Loan B                    5.0              4.7                  4.7           4.7              4.7              3.1
                                                           Investment Grade Notes                   20.0             20.8                 23.0          21.6             18.5             18.5
                                                               DFS Allocated Debt                   (1.0)            (1.5)                (0.9)         (1.2)            (0.9)            (0.7)

                                                      Total Core Secured Debt 3                     35.4             28.2                 31.0          29.1             26.3             24.1

                                                                 High Yield Notes                    3.3               2.7                  2.7          2.7              2.7               2.7
                                                               Asset Sale Bridge                     2.2                 -                    -            -                -                 -
                                                     Legacy Dell Unsecured Notes                     2.5               1.4                  1.4          1.4              1.4               1.4
                                                    Legacy EMC Unsecured Notes                       5.5               1.6                  1.6          1.0              1.0               1.0
                                                     Total Unsecured Core Debt                      13.4               5.7                  5.7          5.1              5.1               5.1

                                                                                      4             48.8             33.8                 36.6          34.1             31.4             29.2
                                                                 Total Core Debt

                                                          Margin Loan and Other                      4.0               4.0                  4.0          4.1              4.2               4.2

                                                                        DFS Debt                     3.5               7.8                  8.3          8.8              9.2               9.7
                                                               DFS Allocated Debt                    1.0               1.5                  0.9          1.2              0.9               0.7
                                                          Total DFS Related Debt                     4.5               9.3                  9.1         10.0             10.1             10.3

                                                                                      5             57.3             47.1                 49.8          48.2             45.6             43.7
                                   Total Debt, Excluding Public Subsidiaries

                                                   Total Public Subsidiary Debt                         -              5.6                  7.6          6.3              4.8               4.8

                                                                                      5             57.3             52.7                 57.3          54.5             50.4             48.5
                                   Total Debt, Including Public Subsidiaries

     1 Amounts are based on underlying data and may not visually foot due to rounding.
     2 Principal Face Value.
     3 Core Secured Debt represents secured term loans, investment grade notes, and revolver. It excludes DFS allocated debt based on a 7:1 leverage ratio of DFS financing receivables and fixed assets supporting operating leases.
     4 Core Debt represents the total amount of our debt, less: (a) unrestricted subsidiary debt, (b) DFS related debt, and (c) other debt.
     5 VMware and its respective subsidiaries are considered unrestricted subsidiaries for purposes of the existing debt of Dell Technologi es.

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Appendix B
Supplemental non-GAAP measures

                        © Copyright 2021 Dell Inc.
Supplemental non-GAAP measures
     Fiscal 2021 and Fiscal 2020 net revenue and operating income

      1 Amounts are based on underlying data and may not visually foot due to rounding.
      2 This
           amount includes non-cash purchase accounting adjustments primarily related to the EMC merger transaction.
      3 Consists of acquisition, integration, and divestiture-related costs, as well as costs incurred in the Class V transaction.
      4 Consists of severance, facility action, and other costs. Fiscal 2021 includes derecognition of a previously accrued litigation loss. Fiscal 2020 includes asset impairment charges and a litigation loss accrual.

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Supplemental non-GAAP measures
     Fiscal 2019 and Fiscal 2018 net revenue and operating income

      1 Amounts are based on underlying data and may not visually foot due to rounding.
      2 This
           amount includes non-cash purchase accounting adjustments related to the EMC merger transaction and the going-private transaction.
      3 Consists of acquisition, integration, and divestiture-related costs. Fiscal 2019 includes costs incurred in the Class V transaction.
      4 Consists of severance, facility action, and other costs. Fiscal 2019 includes goodwill impairment.

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Supplemental non-GAAP measures
     Free cash flow, excluding VMware, before impact of DFS related items
                                                                                       $ in billions1         FY19                FY20            FY21

                                                                     Cash flow from operations                       7.0                   9.3        11.4

                                                                                    Adjustments:
                         Capital expenditures and capitalized software development costs, net                        (1.5)                (2.6)          (2.1)

                                                                                   Free cash flow                    5.5                   6.7           9.3

                                                                                    Adjustments:
                                                                        DFS financing receivables                    1.3                   1.3           0.7
                                                                                                    2
                                                                           DFS operating leases                         -                  0.8           0.5

                                      Free cash flow before impact from DFS related items                            6.8                   8.9        10.5

                                                           VMware cash flow from operations                          3.7                   3.9           4.4

                                                                                    Adjustments:
                                                                     VMware capital expenditures                     (0.3)                (0.3)          (0.3)

                                                                          VMware free cash flow                      3.4                   3.6           4.1

              Free cash flow, excluding VMware, before impact from DFS related items                                 3.4                   5.3           6.5

     1   Amounts are based on underlying data and may not visually foot due to rounding.
     2   Amount represents change in net carrying value of equipment for DFS operating leases under the current lease accounting standard, which was adopted in 1Q20.

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